Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in places marked "[***]" and has been filed separately with the Securities and Exchange Commission pursuant to a Confidential Treatment Application filed with the Commission....
Exhibit
10.17
Pursuant
to 17 CFR 240.24b-2, confidential information has been omitted in places
marked
"[***]" and has been filed separately with the Securities and Exchange
Commission pursuant to a Confidential Treatment Application filed with the
Commission.
SETTLEMENT
AGREEMENT AND MUTUAL RELEASES
This
Settlement Agreement (the "Settlement Agreement"or "Agreement") is made and
entered into as of October 31 , 2005, by and among (i) Charter Communications,
Inc. ("CCI"), a Delaware corporation, (ii) the Special Committee of the Board
of
Directors of CCI (the "Special Committee") acting on behalf of CCI with respect
to certain matters described below, (iii) Charter Communications Holding
Company, LLC ("HoldCo"), a Delaware limited liability company, (iv) CCHC, LLC
("CCHC"), a Delaware limited liability company, (v) CC VIII, LLC
("CC VIII"), a Delaware limited liability company, (vi) CC V,
LLC
("CC V"), a Delaware limited liability company, (vii) Charter Investment,
Inc. ("CII"), a Delaware corporation, (viii) Vulcan Cable III, Inc. ("Vulcan"),
and (ix) Xxxx X. Xxxxx ("Xx. Xxxxx"), an individual. Each of the parties to
this
Agreement is individually referred to herein as a "Party"and all are
collectively referred to herein as the "Parties."
RECITALS
WHEREAS,
effective as of February 14, 2000, 24,273,943 membership units in CC VIII
(the "Put Units") were issued to TCI Bresnan LLC and TCID of Michigan Inc.
(jointly, the "AT&T Sellers") as part of the acquisition by HoldCo and
Charter Communications Holdings, LLC ("Holdings") of Bresnan Communications
Company Limited Partnership ("Bresnan");
WHEREAS,
in connection with the acquisition by HoldCo and Holdings of Bresnan, Xx. Xxxxx
granted to the AT&T Sellers the right to put their Put Units to him as
evidenced by that certain Put Agreement dated February 14, 2000, and as
amended;
WHEREAS,
on April 12, 2002, the successors to the AT&T Sellers elected to exercise
the put right, and the put closed on June 6, 2003, whereupon Xx. Xxxxx bought
the Put Units for a base price of approximately $630 million plus 4.5% thereof
annually from February 14, 2000, for a total purchase price of
$728,270,541.00;
WHEREAS,
Xx. Xxxxx transferred the Put Units to his wholly-owned affiliate Vulcan Cable
Investment Ltd., which subsequently was merged into Xx. Xxxxx’x wholly-owned
affiliate CII;
WHEREAS,
an issue has arisen (the "CC VIII Put Dispute") regarding whether the
Put
Units are required to be mandatorily exchanged for HoldCo units;
WHEREAS,
the Board of Directors of CCI formed the Special Committee to investigate and
take any appropriate action on behalf of CCI with respect to the CC VIII
Put Dispute, among other things;
WHEREAS,
the Special Committee undertook an extensive investigation of the facts and
law
in connection with the CC VIII Put Dispute, and the Parties engaged
in a
process of non-binding mediation in an effort to resolve the CC VIII
Dispute, without success;
WHEREAS,
the Parties subsequently participated in the complex corporate and business
dispute mediation program of the Court of Chancery of the State of Delaware,
proceeding before Vice Chancellor Xxxxxx X. Xxxxxxx, Xx., pursuant to 10 Del.
C.
§ 347 and Rules 93, 94 and 95 of the Court of Chancery;
WHEREAS,
the Parties, having exhaustively investigated the facts and circumstances
relating to the CC VIII Put Dispute, and having carefully considered
the
mediation before Vice Chancellor Xxxxxxx, and after consultation with counsel,
now
2
desire
that the CC VIII Put Dispute be permanently and irrevocably released
and
settled as among the Parties, as set forth herein;
NOW,
THEREFORE, in consideration of the promises and the mutual covenants contained
herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties hereto, intending
to
be legally bound, hereby agree as follows:
1. Definitions.
As used
herein, the following terms shall have the following meanings:
1.1 "CC VIII
LLC Agreement"means the Third Amended and Restated Limited Liability Company
Agreement of CC VIII, LLC, dated as of even date herewith.
1.2 "Effective
Date"means the date first above written, so long as all of the Parties have
executed this Agreement.
1.3 "Related
Parties" means (i) with respect to CCI, the Special Committee and its current
and former members (Xxxxxx X. Xxxxxx, Xxxx X. Tory, Xxxxx X. Xxxxxxxx and
Xxxxx
X. Xxxxxxx), HoldCo, CC VIII, CC V and CCHC (together, the
"Charter
Parties"), each of the Charter Parties’ respective subsidiaries, parent
entities, successors, and predecessors, past or present officers, directors,
shareholders, agents, principals, employees, insurers, attorneys, advisors,
and
investment advisors, partners, members, affiliates, and any person, firm,
trust,
partnership, corporation, officer, director or other individual or entity
in
which any Charter Party has a controlling interest or which is related to
or
affiliated with any of the Charter Parties, and the respective legal
representatives, heirs, successors in interest or assigns of each of the
Charter
Parties;
3
provided,
however,
that
the foregoing shall not include any of the Xxxxx Parties, as defined below,
and
shall [* * *](together, the "[* * *]"); and
(ii) with
respect to CII, Vulcan and Xx. Xxxxx (together, the "Xxxxx Parties"), each
of
the Xxxxx Parties’ respective subsidiaries, parent entities, successors, and
predecessors, past or present officers, directors, shareholders, agents,
principals, employees, insurers, attorneys, advisors, and investment advisors,
partners, members, affiliates, and any person, firm, trust, partnership,
corporation, officer, director or other individual or entity in which any
Xxxxx
Party has a controlling interest or which is related to or affiliated with
any
of the Xxxxx Parties, and the respective legal representatives, heirs,
successors in interest or assigns of each of the Xxxxx Parties; provided, however,
that
the Xxxxx Parties shall not include any of the Charter Parties or
[* * *].
1.4 "Settled
Claims"means all claims, counterclaims, rights, demands, causes of action or
liabilities, if any, whether based on federal, state, local, statutory or common
law or any other law, rule or regulation, including both known claims and
Unknown Claims (as defined below), already accrued or arising in the future,
directly or indirectly, that have been or could have been asserted by the
Parties or any of them or the successors and assigns of any of them against
any
other Party which arise out of or relate in any way to (i) the acquisition
by
HoldCo and Holdings of Bresnan Communications Company Limited Partnership,
(ii)
the drafting and execution of the agreements effecting the acquisition by HoldCo
and Holdings of Bresnan Communications Company Limited Partnership, (iii) the
Put Units, or (iv) the CC VIII Put Dispute; provided, however,
that
the foregoing shall not include any claims, counterclaims, rights or causes
of
action or liabilities arising out of, or related in any way to, this Settlement
Agreement and any
4
agreements
executed pursuant to this Settlement Agreement (such agreements, the
"Transaction Documents"); and further
provided
that the
Settled Claims shall not include [* * *].
1.5 "Unknown
Claims"means any and all Settled Claims that any of the Parties and/or their
Related Parties do not know or suspect exist in his or its favor at the time
of
the release of the Settled Claims, which if known by him or it might have
affected his or its decision(s) with respect to entering into or the terms
of
this Agreement or any other agreement referred to herein. With respect to any
and all Settled Claims, the Parties stipulate and agree that each and all of
the
Parties shall be deemed to have expressly waived any and all provisions, rights
and benefits conferred by any law, including the law of any state or territory
of the United States or principle of common law, which is similar, comparable,
or equivalent to Cal. Civ. Code § 1542, which provides:
5
A
GENERAL
RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT
TO
EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY
HIM
MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.
The
Parties acknowledge that the inclusion of "Unknown Claims"in the definition
of
Settled Claims was separately bargained for and was a key element of this
Agreement. The Parties acknowledge that they may hereafter discover facts which
are different from or in addition to those that they may now know or believe
to
be true with respect to any and all claims, counterclaims, cross-claims,
demands, rights, liabilities and causes of action herein released, whether
based
on federal, state, local, statutory or common law or any other law, rule or
regulation, and agree that all Unknown Claims are nonetheless released and
that
this Agreement shall be and remain effective in all respects even if any such
different or additional facts are subsequently discovered.
2. Retained
Put Units.
2.1 Retained
Units.
CII
shall retain 7,282,183 CC VIII Class A Preferred Units (the "Retained
Units"). CII, as holder of the Retained Units, shall have the rights set forth
in the CC VIII LLC Agreement.
2.2 Additional
CC VIII Units.
On the
Effective Date, CC VIII shall issue an additional 49,365,952 Class B
Units
in CC VIII to CCV in consideration for prior contributions of cash and
the
Avalon and Cable USA cable systems. The issuance of such additional Class B
Units shall be reflected in the CC VIII LLC Agreement.
3. Transfer
of Put Units to HoldCo.
Upon
the Effective Date, CII shall transfer to HoldCo 15,202,763 CC VIII
Class A
Preferred Units, free and clear of any claim, lien, charge,
encumbrance
or
restriction.
6
4. CCHC,
LLC.
4.1 Formation
of CCHC.
Contemporaneously with the execution of this Agreement, HoldCo shall execute
the
Limited Liability Company Agreement of CCHC, LLC in the form annexed hereto
as
Exhibit A.
4.2 Transfers
to CCHC.
Contemporaneously with the execution of this Agreement: (i) CII shall transfer
to CCHC 1,788,997 CC VIII Class A Preferred Units, free and clear of
any
claim, lien, charge, encumbrance or restriction; (ii) in consideration for
such
CC VIII Class A Preferred Units, CCHC shall authorize and issue to CII
the
Subordinated Accreting Note in the form annexed hereto as Exhibit B; and (iii)
HoldCo shall transfer all of its ownership interests in Holdings and all of
its
ownership interests in the CC VIII Class A Preferred Units transferred
to
it pursuant to paragraph 3
to CCHC
in exchange for 100% of the equity of CCHC. The documents effecting these
assignments are annexed hereto as Exhibit C.
5. Tax
Treatment.
For all
income tax purposes, the Parties shall treat the transfers of the CC VIII
Class A Preferred Units pursuant to (i) paragraph 3
as a
transfer by CII of 15,202,763 CC VIII Class A Preferred Units with an
agreed value of $409,600,000 in respect of CII’s interest in HoldCo in
connection with the settlement of the CC VIII Put Dispute resulting
in the
recognition of $409,600,000 of ordinary income by HoldCo, and (ii) pursuant
to
paragraph 4.2
as the
sale of 1,788,997 CC VIII Class A Preferred Units by CII to HoldCo for
$48,200,000 payable in the CCHC Subordinated Accreting Note.
6. Exchange
Agreement.
Contemporaneously with the execution of this Agreement, HoldCo and CII shall
execute and deliver the Exchange Agreement in the
7
form
annexed hereto as Exhibit D, in order to provide for the exchange of the
CCHC
Note in certain circumstances as provided therein.
7. Holdings
LLC Agreement.
Contemporaneously with the execution of this Agreement, certain of the Parties
shall execute and deliver the Second Amended and Restated Limited Liability
Company Agreement of Charter Communications Holdings, LLC in the form annexed
hereto as Exhibit E.
8. CC VIII
LLC Agreement.
Contemporaneously with the execution of this Agreement, certain of the Parties
shall execute and deliver the CC VIII LLC Agreement in the form annexed
hereto as Exhibit F.
9. Governance
Agreement.
Contemporaneously with the execution of this Agreement, CCI, HoldCo and Xx.
Xxxxx shall execute and deliver the Governance Agreement in the form annexed
hereto as Exhibit G.
10. Representation
by CII.
CII
hereby represents
and warrants (a) that Xx. Xxxxx acquired the CC VIII Class A Preferred
Units on June 6, 2003, (b) that Xx. Xxxxx transferred the CC VIII Class
A
Preferred Units to Vulcan Cable Investment Ltd. on June 6, 2003, (c) that Vulcan
Cable Investment Ltd. merged with and into CII on December 31, 2003, and CII
succeeded to all of the interests in and rights to the CC VIII Class
A
Preferred Units, (d) that immediately prior to the date hereof CII was the
sole
owner of the CC VIII Class A Preferred Units, and (e) that it has not
transferred any interest in the CC VIII Class A Preferred Units prior
to
the date hereof.
11. Mutual
Releases by the Parties.
11.1 Release
by CCI.
Subject
to and conditioned upon the occurrence of the Effective Date, CCI, on behalf
of
itself and its Related Parties, fully and forever
8
releases
and discharges CII, Vulcan and Xx. Xxxxx, and any and all of their Related
Parties, of and from any and all of the Settled Claims; provided,
however,
that
this release shall not release any Party from any agreements, covenants or
provisions contained in this Agreement or the Transaction Documents and shall
[* * *].
11.2 Release
by Xx. Xxxxx.
Subject
to and conditioned upon the occurrence of the Effective Date, CII, Vulcan and
Xx. Xxxxx, on behalf of themselves and their Related Parties, fully and forever
release and discharge CCI, and any and all of its Related Parties, of and from
any and all of the Settled Claims; provided,
however,
that
this release shall not release any Party from any agreements, covenants or
provisions contained in this Agreement or the Transaction Documents and shall
[* * *].
12. [* * *]
12.1 The
Xxxxx
Parties [* * *] any [* * *] at the request of the
Charter
Parties as set forth in this paragraph 12. The [* * *]
and each
of them hereby [* * [* * *], [* * *]
related to
any of the matters in subparagraphs 1.4 (i) through (iv), above.
12.2 The
shall
[* * *] or any of them in [* * *] related to any
of the
matters in subparagraphs 1.4 (i) through (iv), above by (a) executing
[* * *] as requested [* * *] related to any of
the matters
in subparagraphs 1.4 (i) through (iv), above, so long as the [* * *]
also [* * *]; (b) allowing [* * *], concerning
any
[* * *] related to any of the matters in subparagraphs 1.4 (i)
through
(iv), above; (c) [* * *] against any [* * *]; and
(d) taking
reasonable steps [* * *] with respect to any [* * *]
related to any of the matters in subparagraphs 1.4 (i) through (iv),
above. The [* * *] present and participate on their behalf
in
any activity in which participates hereunder, and the [* * *]
for all
[* * *] as a result of the [* * *] required
herein.
9
12.3 Notwithstanding
anything seemingly to the contrary above, (a) [* * *],
[* * *] or implicitly as a result of any provision of this paragraph
12, [* * *]; and (b) shall not [* * *], which would
or could
reasonably be expected to [* * *]; provided
however,
that
if, [* * *] related to any of the matters in subparagraphs 1.4
(i)
through (iv), above, it becomes necessary for any [* * *]
[* * *] by an [* * *] and [* * *]
[* * *] and such [* * *] was related to any of
the matters
in subparagraphs 1.4 (i) through (iv), above, and rendered at or prior to the
date on which both the [* * *] had been notified that
[* * *], [* * *] to accomplish the [* * *]
on
terms that otherwise [* * *] to the maximum extent possible consistent
with this paragraph 12. In connection with such a [* * *] pursuant
to
the terms hereof, [* * *] and [* * *] shall conclude
that
there is a [* * *] that the [* * *] will be limited
to the
[* * *].
13. No
Admissions.
This
Agreement is intended to settle and compromise disputed claims, and nothing
contained herein shall be construed as an admission by any Party of any claim,
liability or any of the matters alleged in connection with the CC VIII
Put
Dispute or otherwise, and neither the execution of this Agreement, nor any
of
its terms or provisions, nor any of the negotiations or proceedings connected
with it, shall be argued, construed as or deemed in any judicial, non-judicial,
administrative, arbitration or other proceeding or context, to be evidence
of,
or a presumption, concession, or admission by any Party of, the truth of any
fact alleged or the validity of any claim that could have been or in the future
might be asserted against any of them, or of any liability, fault, wrongdoing
or
otherwise by any of them. The Special Committee has exhaustively investigated
the facts and circumstances relating to the CC VIII Put Dispute and
has
determined, after consultation with its counsel, that the terms of this
Settlement
10
Agreement
are fair and reasonable to CCI and has authorized entry into this Agreement
by
CCI.
14. Public
Statements.
14.1 No
Party
shall make a public statement specifically concerning the terms of this
Agreement or the subject matter of the CC VIII Put Dispute before using
reasonable efforts to provide prior notice of such disclosure, including the
substance of such disclosure, to the other Parties and to provide the other
Parties a reasonable opportunity to comment thereon; provided,
however,
that
there shall be no obligation on the part of the disclosing Party to alter the
proposed disclosure in response to such comment, and a Party may make a public
statement without prior notice or opportunity for comment if (i) the public
statement consists of information previously disclosed or already known to
the
public, or (ii) the disclosing Party is required to make the public statement
pursuant to applicable law, regulation or court process and such Party has
determined, in the exercise of its good faith judgment, that it would not be
reasonably practicable under the circumstances to delay such public statement
pending notice and opportunity for comment by the other Parties. This paragraph
shall not apply to any oral or written statements in any testimony,
presentations, arguments, filings, pleadings, briefs or other documents made
or
submitted in court or during a deposition, or exchanged among counsel, in the
course of any litigation.
14.2 Notice
to
the Charter Parties or to the Xxxxx Parties shall be deemed made when provided
pursuant to paragraph 25
hereof.
14.3 The
Parties agree to cooperate in issuing a joint press release.
11
15. Representation
by Counsel.
15.1 Each
of
the Parties hereby represents, warrants, and acknowledges that (i) in
investigating the facts and circumstances relating to the CC VIII Put
Dispute, including engaging in non-binding mediation before Vice Chancellor
Xxxxxxx of the Court of Chancery of the State of Delaware, and in entering
into
this Agreement, he or it was represented and advised by counsel; (ii) he or
it
has read the terms of this Agreement and has fully understood and voluntarily
accepted those terms after consultation with counsel; (iii) he or it enters
into
this Agreement at arms’ length and voluntarily; and (iv) he or it is competent,
and duly authorized, to execute this Agreement.
15.2 Each
Party hereby acknowledges that his or its counsel had the opportunity to review
this Agreement before the Party signed the Agreement.
15.3 No
Party
shall attempt to invoke, or be entitled to the benefits of, the rule of
construction to the effect that ambiguities are to be resolved against the
drafting Party in any interpretation of this Agreement.
16. Governing
Law.
This
Agreement and all disputes arising hereunder or related hereto, shall be
governed by, construed and interpreted in accordance with the laws of the State
of Delaware as applied to contracts made and to be performed entirely within
the
State of Delaware and without regard to its conflict of law
principles.
17. Survival
of Representations and Warranties.
The
representations, warranties, promises, covenants and agreements contained in
this Agreement shall survive the execution of this Agreement and the Exhibits
hereto.
12
18. Headings.
The
headings in this Agreement are inserted for reference and identification
purposes only and shall not affect the scope, extent, intent or interpretation
of this Agreement or any provision hereof.
19. Binding
Effect.
Except
as otherwise provided in this Agreement, every covenant, term, and provision
of
this Agreement shall be binding upon and inure to the benefit of the Parties
and
their respective shareholders, corporate parents and subsidiaries, affiliates,
members, partners, officers, directors, employees, successors, assigns,
predecessors, heirs, survivors, executors and agents.
20. No
Waiver; Severability.
20.1 Any
waiver by any Party of any provision of this Agreement or any right hereunder
shall not be deemed a continuing waiver, and shall not prevent or estop such
Party (or any other Party) from thereafter enforcing such provision or right
or
any other provision or right. The failure of any Party to insist in any one
or
more instances upon the strict performance of any of the terms or provisions
of
this Agreement by any other Party shall not be construed as a waiver or
relinquishment for the future of any such term or provision or any other
provision or right, but that term or provision shall continue in full force
and
effect.
20.2 If
any
provision of this Settlement Agreement is found to be illegal or unenforceable
by a court of competent jurisdiction, the remaining provisions shall be
unaffected thereby and shall remain in full force and effect to the fullest
extent permitted by law.
13
21. No
Oral Modification.
This
Agreement may not be altered, amended, modified or otherwise changed in any
respect except in a writing signed by each of the Parties hereto affected by
such alteration, modification or amendment.
22. Entire
Agreement; No Third Party Beneficiaries.
This
Settlement Agreement, the Exhibits hereto and the Transaction Documents contain
the entire agreement among the Parties and constitute the complete, final and
exclusive embodiment of their agreement with respect to the subject matter
hereof, and supersede all prior agreements among them with respect to such
subject matter, whether written or oral, which are hereby rescinded. This
Agreement is executed without reliance upon any promise, warranty or
representation by any Party or any representative of any Party other than those
expressly provided or contained herein and in the Exhibits hereto, and each
Party expressly disclaims any such reliance or the existence of any other such
warranty or representation. This Agreement, the Exhibits hereto and the
Transaction Documents are not intended to confer upon any person or entity
other
than the Parties and their Related Parties any rights or remedies
hereunder.
23. Authority.
Each
Party represents and warrants that it has full power and authority to enter
into
this Agreement and to perform its obligations hereunder and has not assigned,
transferred or encumbered, or purported to assign, transfer or encumber,
voluntarily or involuntarily, to any person or entity which is not a party
to
this Agreement, all or any portion of the claims, obligations or rights covered
by this Agreement. Where the Party is a corporate Party, it warrants and
represents that the person signing on its behalf is duly authorized to sign
on
behalf of the corporation or
14
company.
Entry into this Agreement by CCI has been authorized by the Special Committee
after consultation with its counsel.
24. Further
Assurances.
Each
Party agrees to take such other and further actions and to execute such other
documentation as may be required to carry out the intent and purposes of this
Agreement.
25. Notices.
Any
notice required or permitted hereunder shall be given in writing by hand
delivery or by facsimile (with hard copy to follow by courier or certified
mail,
postage prepaid, return receipt requested), addressed to each of the other
Parties as follows (or at such other address as a Party may designate by advance
written notice to each of the other Parties hereto):
IF
TO
CCI, HOLDCO, Charter
Communications Inc.
CCHC,
CC VIII or CC V: 00000
Xxxxxxxxxxx Xxxxx
Xx.
Xxxxx, XX 00000
Attention:
General Counsel
Telephone:
(000) 000-0000
Facsimile:
(000) 000-0000
IF
TO
CCI, HOLDCO, CCHC, CC VIII OR CC V, A COPY, WHICH SHALL NOT CONSTITUTE
SERVICE, SHALL BE PROVIDED TO:
Xx.
Xxxxxx Xxxxxxxx
Xxxxxx,
Xxxx & Xxxxxxxx LLP
000
Xxxx
Xxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Telephone:
(000) 000-0000
Facsimile:
(000) 000-0000
15
IF
TO THE
SPECIAL Special
Committee of the Board of
COMMITTEE: Directors
of Charter Communications, Inc.
x/x
Xxxxx
X. Xxxxx, Xxx.
Dow,
Xxxxxx & Xxxxxxxxx, PLLC
0000
Xxx
Xxxxxxxxx Xxxxxx, XX
Xxxxx
000
Xxxxxxxxxx,
X.X. 00000-0000
Telephone:
000.000.0000
Facsimile:
202.776.2222
IF
TO
CII: Charter
Investment, Inc.
c/o
Vulcan Inc.
000
Xxxxx
Xxxxxx X, Xxxxx 000
Xxxxxxx,
XX 00000
Attn:
Xxxxxxx X. Xxxxxx, Executive Vice President and General Counsel
Telephone:
000.000.0000
Facsimile:
206.342.3347
IF
TO XX.
XXXXX: Xx.
Xxxx
X. Xxxxx
c/o
Vulcan Inc.
000
Xxxxx
Xxxxxx X, Xxxxx 000
Xxxxxxx,
XX 00000
Attn:
Xxxxxxx X. Xxxxxx, Executive Vice President and General Counsel
Telephone:
000.000.0000
Facsimile:
206.342.3347
IF
TO CII
OR XX. XXXXX, A COPY, WHICH SHALL NOT CONSTITUTE SERVICE, SHALL BE PROVIDED
TO:
Xxxxx
X.
Israel, Esq.
Xxxxxx
Pepper & Shefelman PLLC
0000
Xxxxx Xxxxxx
00xx
Xxxxx
Xxxxxxx,
XX 00000
Telephone:
000.000.0000
Facsimile:
206.749.1957
-
and -
16
Xxxxxx
X.
Xxxxx, Esq.
Skadden,
Arps, Slate, Xxxxxxx & Xxxx LLP
Xxxx
Xxxxx Xxxxxx
Xxx
Xxxx,
XX 00000
Telephone:
000.000.0000
Facsimile:
917.777.2520
-
and -
Xxxxxxxx
X. Xxxxxxx
Skadden,
Arps, Slate, Xxxxxxx & Xxxx LLP
000
Xxxxx
Xxxxx Xxxxxx
Xxxxx
0000
Xxx
Xxxxxxx, XX 00000
Telephone:
000.000.0000
Facsimile:
213.687.5600
26. Remedies.
The
rights and remedies of the Parties shall not be mutually exclusive, and the
exercise of one or more of the provisions hereof shall not preclude the exercise
of any other provisions hereof. Each of the Parties confirms that compensatory
damages may be an inadequate remedy for a breach or threatened breach of any
provision hereof. The respective rights and obligations hereunder shall be
enforceable by specific performance, injunction, or other equitable remedy,
but
nothing herein contained is intended to, or shall limit or affect any rights
at
law or by statute or otherwise of any Party aggrieved as against the other
Parties for a breach or threatened breach of any provision hereof, it being
the
intention of this paragraph to make clear the agreement of the Parties that
the
respective rights and obligations of the Parties hereunder may be enforceable
in
equity as well as at law or otherwise.
27. Counterparts.
This
Agreement may be executed in two or more counterparts, each of which shall
be
deemed an original, but all of which together constitute one and the same
instrument. No party shall be bound hereby unless and until
17
this
Agreement has been executed and delivered by all other Parties. Facsimile
signatures shall be deemed original signatures for all
purposes.
IN
WITNESS HEREOF, the Parties have fully executed and delivered this Agreement,
as
of the date first written above.
SPECIAL
COMMITTEE OF THE BOARD OF DIRECTORS OF CHARTER COMMUNICATIONS, INC.
Acting
for Charter Communications, Inc. as authorized by resolution of the Board of
Directors
By:_________________________
Xxxxx
X.
Xxxxxxx
in
his
capacity as a Member
of
the
Special Committee
By:_________________________
Xxxx
X.
Tory
in
his
capacity as a Member
of
the
Special Committee
By:_________________________
Xxxxx
X.
Xxxxxxxx
in
his
capacity as a Member
of
the
Special Committee
18
CHARTER
COMMUNICATIONS, INC.
By: _____________________
Name: _____________________
Title: _____________________
CHARTER
COMMUNICATIONS HOLDING COMPANY, LLC
By: _____________________
Name: _____________________
Title: _____________________
CCHC,
LLC
By: _____________________
Name: _____________________
Title: _____________________
CC VIII,
LLC
By: _____________________
Name: _____________________
Title: _____________________
CC V,
LLC
By: _____________________
Name: _____________________
Title: _____________________
19
CHARTER
INVESTMENT, INC.
By: _____________________
Name: _____________________
Title: _____________________
VULCAN
CABLE III, INC.
By: _____________________
Name: _____________________
Title: _____________________
XXXX
X.
XXXXX
___________________________
20
